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Terms and Conditions

Effective Date: 3/30/2026

These Terms and Conditions (“Terms”) govern your use of services provided by Exoscout LLC (“Exoscout”, “we”, “our”, or “us”). By engaging our services, you (“Client”, “you”, or “your”) agree to be bound by these Terms.

1. Services

Exoscout provides business process outsourcing services, including but not limited to:

  • Talent sourcing and recruitment of remote workers
  • Provision of remote personnel for client-specific roles
  • Ongoing operational support related to outsourced services

Exoscout will use reasonable efforts to identify qualified candidates based on Client requirements. Final hiring decisions remain solely with the Client.

2. Client Responsibilities

The Client agrees to:

  • Provide accurate job requirements and role descriptions
  • Conduct interviews and select candidates
  • Provide necessary training, guidance, and operational direction
  • Ensure compliance with applicable laws and industry requirements

The Client is solely responsible for any additional screening requirements, including background checks, certifications, or regulatory compliance.

3. Independent Contractor Relationship

Exoscout operates as an independent contractor.

  • Candidates are not employees of the Client
  • Nothing in these Terms creates a partnership, joint venture, or employment relationship

Each party remains responsible for its own operations and obligations.

4. Use of Candidates

The Client agrees:

  • Not to assign illegal, unethical, or hazardous tasks
  • Not to require work outside agreed responsibilities
  • Not to provide sensitive assets (e.g., cash, financial instruments, confidential data) without prior written consent

The Client is responsible for reviewing and approving all work before external use or distribution.

5. Equipment and Work Environment

Exoscout provides standard equipment necessary for remote work, including:

  • Computer and internet access
  • Communication tools
  • Time tracking systems

Any additional tools or software required by the Client must be approved in advance.

6. Confidentiality

Both parties agree to maintain strict confidentiality of all non-public information exchanged during the relationship, including:

  • Business processes
  • Financial data
  • Client and vendor relationships
  • Contract terms

Confidential information may only be disclosed:

  • With prior written consent
  • To advisors on a need-to-know basis
  • When required by law

Confidentiality obligations survive termination of the relationship.

7. Non-Circumvention

The Client agrees not to:

  • Directly or indirectly engage, hire, or contract with candidates or Exoscout personnel outside of Exoscout
  • Circumvent Exoscout to avoid fees or contractual obligations

This restriction remains in effect during the relationship and for a reasonable period after termination.

8. Monitoring of Communications

The Client acknowledges and agrees that communications with Exoscout representatives may be:

  • Monitored
  • Recorded

These recordings may be used for operational, training, and business purposes.

9. Limitation of Liability

To the maximum extent permitted by law:

  • Services are provided “as is” without warranties of any kind
  • Exoscout disclaims all implied warranties, including merchantability and fitness for a particular purpose
  • Exoscout is not liable for indirect, incidental, or consequential damages, including loss of profits or data

10. Indemnification

The Client agrees to indemnify and hold Exoscout harmless from any claims, damages, or liabilities arising from:

  • The Client’s use of services
  • Actions, instructions, or oversight of candidates
  • Violations of applicable laws or regulations

11. Term and Termination

  • Services operate on a recurring basis unless otherwise agreed
  • Either party may terminate with written notice
  • Exoscout may terminate immediately for:

    • Non-payment
    • Insolvency
    • Repeated unprofessional conduct

A limited trial period may apply, allowing early termination under specified conditions.

12. Modifications

Exoscout reserves the right to modify these Terms at any time.

  • Updates will be posted on our website
  • Continued use of services constitutes acceptance of revised Terms

13. Force Majeure

Neither party shall be liable for failure to perform due to events beyond reasonable control, including:

  • Natural disasters
  • War or civil unrest
  • Labor disputes
  • Government actions

Obligations will resume once the event has resolved.

14. Dispute Resolution

  • Parties agree to attempt good-faith negotiation first
  • If unresolved, disputes will be settled via arbitration
  • Arbitration will take place in Delaware, USA
  • Decisions are final and binding

15. Governing Law

These Terms are governed by the laws of the State of Delaware, United States.

16. Severability

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

17. Entire Agreement

These Terms represent the entire agreement between the Client and Exoscout regarding the services provided.

18. Contact Information

For questions regarding these Terms, please contact:

Exoscout LLC

320 5th Avenue

Wilmington, Delaware 19805